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Digital Learning Marketplace p (ARGP)

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Monday 08 October, 2012

Digital Learning Marketplace p

Digital Learning Marketplace plc : Proposed Sub...

Digital Learning Marketplace plc : Proposed Subscription and Corporate Restructuring

                                                8 October 2012

("DLM" or "the Company")
Proposed Subscription and Corporate Restructuring

On 28 September 2012, the Board announced, inter alia with the issuance of the Company's unaudited Interim Results, that it was considering a range of options to maintain and grow shareholder value, against a background of extremely difficult and fragile company finances.

This review had been underway for some time prior to the announcement last month, but has been brought to a conclusion following the Interim Results.  

Whilst the Board believed  that the opportunity existed to develop a substantial and profitable business, their view is now that the prospects for delivering on this opportunity within the public environment, with its associated cost base, is limited.

One of the principal objectives of the Company's listing on AIM was to provide it with access to development capital as the business grew. However, it has become apparent that in the more demanding current market environment the Company's trading is not sufficiently strong to ensure this objective can be met, and as a consequence the Board no longer feels able to justify the continued costs associated with the Company's admission to AIM.

Although de-listing would be a possibility for the Company, the Board has decided to investigate alternative options which have the potential to deliver greater overall value to shareholders. In this regard, the Directors are pleased to announce that the Company has today entered into a subscription agreement with an FSA regulated broker on behalf of the their clients via Peterhouse Corporate Finance, the Company's brokers, which envisages:

  • raising of £250,000 through a placing (the "Placing") of zero-coupon, unsecured convertible loan notes (the "Loan Notes").  

The key terms of the Loan Notes are:

  • Gross proceeds of £250,000; 

  • Repayable by 30 June 2014;  

  • Subject to the receipt of any required regulatory approvals both the Company and Loan Note holders may elect to convert the Loan Notes into ordinary shares of the Company, at any time following the proposed forthcoming General Meeting ('GM'), at a price of 2.5p per share; and 

  • Assuming full conversion of the Loan Notes the new subscribers will hold 81.77 per cent and the Company's current shareholders will hold 18.23 per cent of the enlarged share capital immediately following the General Meeting outlined below.  

This subscription has been made on the basis of

  • The disposal of all of the existing assets and liabilities of the Company to the Company's shareholders, so that ownership of these assets and liabilities via a private company will mirror the current ownership of the Company. The Board is currently evaluating the most effective way to facilitate this separation. 

  • the adoption of a new investing strategy by the Company; and 

  • the change of name of the Company to 'Shidu Group Plc', to reflect the new investing policy when formulated . 

together, the ("Proposals").

The Proposals will require the approval of the DLM's shareholders as they would result in a fundamental change of business for the Company under Rule 15 of the AIM Rules for Companies.

When the Proposals have been finalised, including the future investing strategy and Board changes necessary to implement  the strategy, an announcement will be made and a circular convening a General Meeting of the Company for this purpose, will be sent to shareholders in accordance with AIM Rule 15.

In summary, the Board considers that the Proposals are in the best interests of the Company and its shareholders as:

  1. they provide the best opportunity for the DLM existing business to be developed for the benefit of shareholders, who will retain ownership on a de-merged basis, either as a stand-alone business or as part of another entity or sold with the realised funds being returned to shareholders; 

  2. they provide the opportunity of a "clean shell" which is more attractive to potential reverse candidates; 

  3. they remove  the financial uncertainty, as referred to above; and 

  4. overall, they present the best option for re-establishing shareholder value.  


For further information please contact:

   Angus Forrest  Roland CornishJon Levinson
Lucy Williams

   Digital Learning

   Marketplace PLC

  Beaumont Cornish

Peterhouse Corporate Finance



   020 7408 4720

  020 7628 3396

020 74690930


This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.

Source: Digital Learning Marketplace plc via Thomson Reuters ONE


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